Rule 8.3 - ALLIANCE BOOTS

FORM 8.3

    DEALINGS BY PERSONS WITH INTERESTS IN SECURITIES REPRESENTING 1% OR MORE
              (Rule 8.3 of the City Code on Takeovers and Mergers)


1.   KEY INFORMATION

Name of person dealing        BARCLAYS PLC
(Note 1)
Company dealt in              ALLIANCE BOOTS
Class of relevant security    ORD GBP0.37179482
to which the dealings being
disclosed relate (Note 2)
Date of dealing               25 June 2007

2.   INTERESTS, SHORT POSITIONS AND RIGHTS TO SUBSCRIBE

(a)  Interests and short positions (following dealing) in the class of relevant
security dealt in (Note 3)

                            Long                     Short

                      Number       (%)         Number       (%)

(1) Relevant      30,332,243     3.13%        296,460     0.03%
securities
(2) Derivatives            0     0.00%        299,216     0.03%
(other than
options)
(3) Options and      139,123     0.01%        139,123     0.01%
agreements to
purchase/sell
Total             30,471,366     3.15%        734,799     0.08%


(b)  Interests and short positions in relevant securities of the company, other
     than the class dealt in (Note 3)

Class of                    Long                     Short
relevant
security:

                  Number              (%)   Number              (%)

(1) Relevant
securities

(2) Derivatives
(other than
options)

(3) Options and
agreements to
purchase/sell

Total


  (c)  Rights to subscribe (Note 3)

Class of relevant security:   Details



3.   DEALINGS (Note 4)

(a)  Purchases and sales

Purchase/sale Number of Securities Price per unit
                                   (GBP)
Purchase      14,840               11.3500
Sale          140,542              11.3628
Sale          128,341              11.3900
Sale          50,059               11.3628
Sale          14,149               11.3628
Sale          23,557               11.3628
Sale          2,816                11.3600
Sale          38,694               11.3900
Sale          49,201               11.3628
Sale          240,403              11.3628
Sale          373,042              11.3628
Sale          58,808               11.3628
Sale          16,016               11.3628
Sale          720,914              11.3628
Sale          71,779               11.3628
Sale          54,645               11.3900
Sale          3,800,328            11.3628
Sale          216,889              11.3628
Sale          28,397               11.3628
Sale          304,926              11.3628
Sale          14,840               11.3500
Sale          57,426               11.3628
Sale          58,498               11.3628
Sale          2,599,083            11.3628
Sale          27,087               11.3628
Sale          4,147                11.3900


(b)  Derivatives transactions (other than options)
Product name   Long/Short    Number of     Price per
                             Securities    unit



(c)  Options transactions in respect of existing securities

(i)  Writing, selling, purchasing or varying

Product name,   Writing,          Number of          Exercise  Type, e.g.      Expiry   Option money
e.g. call       selling,          securities to      price     American,       date     paid/received
option          purchasing,       which the option             European etc.            per unit (GBP)
                varying etc.      relates (GBP)


(ii) Exercising

Product name, e.g.  Number of           Exercise price per
call option         securities          unit (Note 5)




(d)  Other dealings (including new securities) (Note 4)


Nature of transaction Details           Price per unit
(Note 8)                                (if applicable)
                                        (Note 5)




4.   OTHER INFORMATION
None

Agreements, arrangements or understandings relating to options or derivatives


Full details of any agreement, arrangement or understanding between the
person disclosing and any other person relating to the voting rights of
any relevant securities under any option referred to on this form or
relating to the voting rights or future acquisition or disposal of any
relevant securities to which any derivative referred to on this form is
referenced.  If none, this should be stated.




Is a Supplemental Form 8 attached? (Note 9)                 NO


Date of disclosure                         26 June 2007
Contact name                               BARCLAYS COMPLIANCE
Telephone number                           020 7116 2913
If a connected EFM, name of
offeree/offeror with which connected
If a connected EFM, state nature of
connection (Note 10)


Notes

The Notes on Form 8.3 can be viewed on the Takeover Panel's website at
www.thetakeoverpanel.org.uk